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12:00 | 02.01.2018
The Mosaic Company Announces Modifications to Pending Vale Fertilizantes Transaction

The Mosaic Company (NYSE: MOS) today announced modifications to the
definitive agreement with Vale S.A., including reduced consideration for
the acquisition of Vale Fertilizantes. The changes include:

A reduction in the purchase price consideration to $1.15 billion in
cash and 34.2 million shares of The Mosaic Company (Mosaic) common
stock.

Vale S.A. will retain equity ownership in the TIPLAM port and Mosaic
will continue to have the right to use the TIPLAM port facility in
accordance with commercial arrangements entered into between the
parties.

“Our conviction in the long-term outlook for the business and the
promise of Brazil has not changed,” said Joc O’Rourke, President and
CEO. “We look forward to completing the transaction and working to
realize the exceptional opportunity this acquisition presents.”

The transaction is expected to close on or about January 8, 2018.
About The Mosaic Company
The Mosaic Company is one of the world’s leading producers and marketers
of concentrated phosphate and potash crop nutrients. Mosaic is a single
source provider of phosphate and potash fertilizers and feed ingredients
for the global agriculture industry. More information on the Company is
available at www.mosaicco.com.
###This document contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such statements
include, but are not limited to, statements about our proposed
acquisition of the global phosphate and potash operations of Vale S.A.
(“Vale”) conducted through Vale Fertilizantes S.A. (the “Transaction”)
and the anticipated benefits and synergies of the proposed Transaction,
other proposed or pending future transactions or strategic plans and
other statements about future financial and operating results. Such
statements are based upon the current beliefs and expectations of The
Mosaic Company’s management and are subject to significant risks and
uncertainties. These risks and uncertainties include, but are not
limited to: risks and uncertainties arising from the possibility that
the closing of the proposed Transaction may be delayed or may not occur,
including due to any inability to satisfy closing conditions;
difficulties with realization of the benefits of the proposed
Transaction, including the risks that the acquired business may not be
integrated successfully or that the anticipated synergies or cost or
capital expenditure savings from the Transaction may not be fully
realized or may take longer to realize than expected, including because
of political and economic instability in Brazil or changes in government
policy in Brazil; the predictability and volatility of, and customer
expectations about, agriculture, fertilizer, raw material, energy and
transportation markets that are subject to competitive and other
pressures and economic and credit market conditions; the level of
inventories in the distribution channels for crop nutrients; the effect
of future product innovations or development of new technologies on
demand for our products; changes in foreign currency and exchange rates;
international trade risks and other risks associated with Mosaic’s
international operations and those of joint ventures in which Mosaic
participates, including the performance of the Wa’ad Al Shamal Phosphate
Company (also known as MWSPC) and the entity operating the Miski Mayo
mine, the risk that protests against natural resource companies in Peru
extend to or impact the Miski Mayo mine, the ability of MWSPC to obtain
additional planned funding in acceptable amounts and upon acceptable
terms, the timely development and commencement of operations of
production facilities in the Kingdom of Saudi Arabia, the future success
of current plans for MWSPC and any future changes in those plans;
difficulties with realization of the benefits of our long term natural
gas based pricing ammonia supply agreement with CF Industries, Inc.,
including the risk that the cost savings initially anticipated from the
agreement may not be fully realized over its term or that the price of
natural gas or ammonia during the term are at levels at which the
pricing is disadvantageous to Mosaic; customer defaults; the effects of
Mosaic’s decisions to exit business operations or locations; changes in
government policy; changes in environmental and other governmental
regulation, including expansion of the types and extent of water
resources regulated under federal law, carbon taxes or other greenhouse
gas regulation, implementation of numeric water quality standards for
the discharge of nutrients into Florida waterways or efforts to reduce
the flow of excess nutrients into the Mississippi River basin, the Gulf
of Mexico or elsewhere; further developments in judicial or
administrative proceedings, or complaints that Mosaic’s operations are
adversely impacting nearby farms, business operations or properties;
difficulties or delays in receiving, increased costs of or challenges to
necessary governmental permits or approvals or increased financial
assurance requirements; resolution of global tax audit activity; the
effectiveness of Mosaic’s processes for managing its strategic
priorities; adverse weather conditions affecting operations in Central
Florida, the Mississippi River basin, the Gulf Coast of the United
States or Canada, and including potential hurricanes, excess heat, cold,
snow, rainfall or drought; actual costs of various items differing from
management’s current estimates, including, among others, asset
retirement, environmental remediation, reclamation or other
environmental regulation, Canadian resources taxes and royalties, or the
costs of the MWSPC, its existing or future funding and Mosaic’s
commitments in support of such funding; reduction of Mosaic’s available
cash and liquidity, and increased leverage, due to its use of cash
and/or available debt capacity to fund financial assurance requirements
and strategic investments; brine inflows at Mosaic’s Esterhazy,
Saskatchewan, potash mine or other potash shaft mines; other accidents
and disruptions involving Mosaic’s operations, including potential mine
fires, floods, explosions, seismic events, sinkholes or releases of
hazardous or volatile chemicals; and risks associated with cyber
security, including reputational loss, as well as other risks and
uncertainties reported from time to time in The Mosaic Company’s reports
filed with the Securities and Exchange Commission. Actual results may
differ from those set forth in the forward-looking statements.
View source version on businesswire.com: http://www.businesswire.com/news/home/20180102005144/en/


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